My guess is one or more of these groups are selling! Note the company registered 200% of the shares offered in this Prospectus by MCM,CCI, and PHI. These are the bandits my friends!
SUBJECT TO COMPLETION, DATED JULY 15, 1998
PROSPECTUS
2,290,814 Shares
INTERACTIVE ENTERTAINMENT
LIMITED
Common Stock
This Prospectus relates to the offer and resale by certain selling
shareholders (collectively, the "Selling Shareholders") of up to 2,290,814
common shares, $0.01 par value per share ("Common Stock"), of Interactive
Entertainment Limited, a Bermuda exempted company ("IEL" or the "Company"). Of
the shares offered hereby, 560,770 shares are being offered by Marshall Capital
Management, Inc. (formerly known as Proprietary Convertible Investment Group
Inc. ("MCM")), 560,770 shares are being offered by CC Investments, LDC ("CCI"),
112,154 shares are being offered by Palisades Holdings, Inc. ("PHI"), 1,035,120
shares are being offered by Henderson International Investments Limited ("HIIL")
and 22,000 shares are being offered by Jay Jacobson. See "Selling Shareholders"
and "Plan of Distribution."
The Common Stock to be sold by MCM, CCI and PHI was issued in connection with
a private placement of convertible preferred securities and warrants to purchase
Common Stock (the "Private Placement"). The Company has agreed with MCM, CCI and
PHI to register 200% of the number of shares Common Stock which could currently
be issued upon conversion of the preferred shares and exercise of the warrants
purchased as part of the Private Placement, which shares are included in the
2,290,814 shares of Common Stock offered hereby. HIIL purchased 748,997 shares
pursuant to a Subscription Agreement with the Company dated October 22, 1997 and
amended April 2, 1998 (the "HIIL Subscription Agreement") and 286,123 shares
pursuant to a purchase on June 5, 1998 on the same terms and received, as a term
of its investment, the right to include such shares in a registration statement
filed on behalf of MCM and CCI. Mr. Jacobson received his shares of Common Stock
to be sold hereunder pursuant to an agreement in March, 1997 to settle certain
amounts owed by the Company for financial relations services previously
performed by Mr. Jacobson on behalf of the Company. See "Risk Factors--Shares
Eligible for Future Sale; Possible Effect on Additional Equity Financing."
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